Memorandum for General RFP Configuration



Memorandum for General RFP Configuration

To: All Vendors with a current and valid proposal for General RFP #3468 for Consulting ServicesAll Vendors with a current and valid proposal for General RFP #3468 for Consulting Services

From: David L. Litchliter

Date: March 23, 2006

Project Number: 3628536285

Contact Name: Brenda BallardBrenda Ballard

Contact Phone Number: 601-359-1893601-359-1893

Contact E-mail Address: brenda.ballard@its.state.ms.usbrenda.ballard@its.state.ms.us

The Mississippi Department of Information Technology Services (ITS) is seeking the services described below for purchase by the State of Mississippi Tax Commission (MSTC). Our records indicate that your company currently has a valid proposal on file at ITS in response to General RFP# 3468 for Consulting Services. We are requesting your configuration assistance for the information described below. Due to the extremely competitive pricing of services, and to insure that every necessary component is included in each vendor’s proposal, we are asking that you submit a written response for the requested equipment and/or services.

1. PURPOSE

The Mississippi State Tax Commission (MSTC) Office of Information Technologies (OIT), on behalf of the MSTC Title Division, seeks to contract with a vendor to provide imaging services to convert hardcopy files/folders to images for direct loading and use with the imaging system currently utilized by MSTC (DRDC System). Current imaging processes originate on IBML ImageTrac transport scanners, driven by Quickscan software. This environment is solely resident on the MSTC local area network (LAN). The Title Division processes on average 3,000 to 5,000 vehicle titles per day.

2. DOCUMENT PREPARATION

The Title Division of MSTC will prep the documents by placing one staple per each title document group (all other fasteners such as paper clips, binder clips etc. will be removed). A title document group consists of a title and all supporting documents. There are approximately four (4) pages per title document group and an average of twenty-five (25) title document groups per batch. Each box contains an average of six (6) to ten (10) batches.

2.1 Document Listing (Sizes) and Imaging Order

A title document group may contain the following documents and must be imaged in the following order:

• Title application (8.5”w x 8.5” h);

• Title (7”w x 9”h) or (8.5”w x 11”h) double sided;

• Manufacturers Statement of Origin (8.5” w x 11” h);

• Odometer Disclosure (8.5”w x 11”h);

• Powers of Attorney (8.5”w x 11” h);

• Various Affidavits (8.5” w x 11” h);

• Certified Return Receipt Cards (3.5”w x 5.5”h).

3. DOCUMENT PICKUP AND DELIVERY

Vendor must include in their proposal the cost of pickup of the original documents at least twice weekly from the office of the Mississippi State Tax Commission at 1577 Springridge Road, Raymond, MS 39154, and the delivery of these documents to the Vendors facility.

1. The Vendor’s facility is to be located no further than 10 hours driving time from the Mississippi State Tax Commission Offices in Raymond.

2. If the Vendor subcontracts the pickup and delivery responsibility to a third party, the Vendor must be licensed and bonded.

3. When the Vendor picks up the original documents, they will be required to verify and sign a form prepared by MSTC containing the following information:

• Julian date on box;

• Date of pickup;

• Number of boxes picked up;

• Batch numbers in boxes;

• Type of batches; and

• Signature of responsible party picking up the original documents.

3.4 The office hours of the Mississippi State Tax Commission are 8:00 a.m. to 5:00 p.m. (CST), Monday – Friday; offices are closed on declared state holidays.

3.5 If at any time the Mississippi State Tax Commission Title Division needs a file in the Vendors possession, it will be the responsibility of the Vendor to provide that file within 3 working days from the request. These files can be provided via facsimile, e-mail or a Vendor runner. This should be done at no cost to MSTC.

3.6 Delivery of images and index information must contain only full Julian date batch information. In other words, images and index information from one Julian date MUST be delivered in one delivery. Information from the same Julian date may NOT be split across multiple deliveries.

7. The availability of hardcopy file/folders to the MSTC staff for conducting business activities is critical. Therefore, the amount of time required to prepare documents, batch, scan, index, and deliver the imaged documents with indexes to MSTC on DVD media or by electronic transfer must be 30 calendardays or less after the initial backlog has been imaged. This means that documents signed out to the vendor should be processed and returned to MSTC along with the completed images and indexes for review and loading within thirty (30) days.

3.8 Prior to final selection of the bidder, at MSTC’s discretion, site visits may be conducted at the vendor’s facilities at which time, the vendor may demonstrate proposed methods for scanning, indexing and producing the document images including the proposed methods for Quality Assurance validation and verification of scanned images and indexed data. An MSTC representative participating in the Site Visit will provide the prospective Vendor with a functional identical set of original sample hardcopy files/folders, which can be utilized in the above demonstration. These documents will represent a cross sampling of the actual documents to be converted. It is important for the Vendor to note and realize that these documents are original or 1st generation documents that are historical and must be handled in a manner in which any like documents would be handled in an actual conversion project. These documents must be returned to the MSTC representative following the completion of the Site Visit activities.

3.9 The Vendor should include in the proposal its expectations for document turnaround by identifying the amount of time required to prepare a document, scan, index and deliver the imaged and indexed document on media that is acceptable by MSTC to be loaded on the MSTC imaging system for viewing by MSTC staff. Note, as stated previously, turnaround time cannot exceed thirty (30) days. The procedures for the “signed out” period that will need to be implemented to provide MSTC staff with certain documents to conduct line of business activities in the event that certain documents are “signed out”. Again this task could be accomplished via fax, vendor runner or e-mail as mutually agreed upon by the winning bidder and MSTC. At no time shall the original entry hardcopy files/folders be transported overseas.

4. TECHNICAL REQUIREMENTS

4.1 Each title document group must be imaged into a multi-page single return using Tag Information File Format (TIFF), version 6. Each multi-page TIFF must be named and indexed by the eleven digit Document Locator Number (DLN) number or account number found on the upper right hand corner of the title application.

Each TIFF must contain the following:

• Image Width;

• Image Length;

• Bits Per Sample (258) SHORT (3) 1;

• Compression (259) SHORT (3) 1;

• Photometric (262) SHORT (3) 1;

• Fill Order (266) SHORT (3) 1;

• Strip Offsets (273) LONG (4) 1;

• Samples Per Pixel (277) SHORT (3) 1;

• Rows Per Strip (278) SHORT (3) 1;

• Strip Byte Counts (279) LONG (4) 1;

• X Resolution (282) RATIONAL (5) 1;

• Y Resolution (283) RATIONAL (5) 1;

• Planar Configuration (284) SHORT (3) 1;

• Group 4 Options (293) LONG (4) 1;

• Resolution Unit (296) SHORT (3) 1;

• Dots Per Inch 200 dpi.

4.2 The preferred methods of delivery of the images are either by a secured encrypted file transfer via IPSec secured VPN tunnel between the Vendor and the MSTC or on single, writeable DVD’s.

4.2.1 Secured Encrypted File Transfer - If this method of delivery is proposed and accepted, delivery of accumulated images and index information will be expected daily, Monday through Friday. Due to State security policies, MSTC cannot accept a file transfer originated from outside the agency. However, they can originate a file transfer from within the MSTC to an outside entity. If electronic delivery is proposed, the secure encryption will be accomplished by the implementation of an IPSec secured VPN tunnel between the MSTC and the Vendor.

4.2.2 Single, writeable DVD’s - If this method of delivery is proposed and accepted, the DVD’s will be delivered to the Mississippi State Tax Commission (MSTC) Computer Room at 1577 Springridge Road, Raymond, MS 39154. Upon delivery, the DVD’s become the property of the Mississippi State Tax Commission. Each shipment of digital images delivered to MSTC shall include an itemized packing list of each DLN number, imaged and returned.

5. QUALITY CONTROL

5.1 The vendor is required to develop and submit in its bid, procedures and criteria to be utilized for sample testing during the life of the project. These procedures and criteria must include allowances for MSTC rejection of any batch of scanned, imaged and indexed documents, which do not meet the specified accuracy criteria. Vendor must agree to re-image all records contained in any batch, which is rejected by MSTC due to error at no additional cost to MSTC.

5.2 MSTC deems that the quality and accuracy of the delivered scanned images and indexes are vital to MSTC acceptance of work performed by the vendor. The vendor must be willing to guarantee an accuracy rate of 100 percent for all documents scanned, imaged, and indexed. For example, a batch of images will be rejected if, in a random sample lot size of 200 images, more than one image is found to be missing, duplicated, illegible, or otherwise defective.

Examples of items required to be 100% accurate include:

• File and image characteristics: level of compression and image size

• Image quality: blurred or indistinct image, loss of distinct features or lines, incomplete capture of page content, skewing, and failure to apply treatment to printed halftones represent unacceptable inaccuracies.

• Other: failure to capture images completely, missing images, duplicate images, images out of order represent unacceptable inaccuracies.

• Accuracy of indexed data

• Content of opening document that initiates a file

• File definition type

• Compression algorithm

• Resolution

• Pixel depth

5.3 Throughout the project and following vendor turnover for acceptance, MSTC shall review and examine the images and indexes with due diligence to verify that images are correct and meet the established accuracy criteria. In the event that it is determined that document images or indexes are incorrect or that images are of poor quality resulting in failure to meet the established 100% accuracy rating, the vendor must provide corrective action with a thirty (30) day cycle to reproduce accurate images and indexes for the records in error at no additional cost to MSTC.

4. A quality control program, in accordance with the requirements for accuracy and delivery stated in this bid, shall be initiated, documented and maintained throughout the life of this contract by the successful vendor. MSTC expects that the vendor shall perform quality control for 100 percent of deliverables. A specific quality control plan shall be implemented for the entire contract performance beginning with capture of document images through conversion and ultimate acceptance by MSTC of all deliverables.

5.5 In addition, the vendor will be responsible for inspecting the accuracy of filenames and directories for all digital images, texts and associated files produced under the awarded contract. Hardware and software inspection procedures shall be of appropriate quality, accuracy and quantity to ensure that all requirements of this RFP are successfully completed. The vendor shall document and define all quality control procedures, including actions taken to correct any problems and submit a quality control report along with (or as a part of) the scanning log with each delivery to MSTC. The winning vendor shall perform sufficient image inspection to ensure that deliveries of images to MSTC meet the acceptance criteria outlined below:

5.5.1 The vendor shall ensure that image quality meets the following acceptance criteria:

• Capture of complete document page;

• Image must not be skewed, blurred or indistinct;

• Image size, position, page orientation and image resolution must be correct.

5.5.2 In addition to ensuring that the complete page content has been captured, the vendor shall ensure that the complete source document has been scanned.

• Images and indexes are produced correctly for every required page and that no pages are missing.

• Page images have not been duplicated during the capture process.

• Page images are delivered in the order per section 2.1 unless otherwise instructed.

6. RECORD RETENTION & DESTRUCTION

After the imaging of the backlog documents is complete, the Vendor will retain the original documents until delivery and acceptance by the MSTC.

1. MSTC will have up to 90 days for acceptance of batch information (images and indexing information).

2. Before destruction the Vendor will notify the MSTC Title Division Branch Director in writing of the batches to be destroyed. The MSTC Title Division reserves the right to audit the batches and images before destruction. No Batches are to be destroyed without the written authorization of either the MSTC Title Bureau Director, Division Director or Branch Director.

3. The awarded Vendor must maintain a backup copy of all images on their premises for three months after receipt of destruction authorization from MSTC. After this time they may also be destroyed

4. The destruction of the original title batch documents or images must be through shredding or its equivalent.

7. CONFIDENTIALITY AGREEMENTS

All personnel of the awarded Vendor or subcontractor that work on the MSTC Title Imaging Project must sign a confidentiality agreement. A copy of this agreement will be provided by the Mississippi State Tax Commission.

8. PROJECT MANAGEMENT AND WORK PLAN

All proposals must include a detailed work plan which demonstrates the proposed Vendor’s ability to provide the proposed services in accordance with the requirements outlined in this request.

8.1 The project plan should address the following:

1. An implementation schedule that identifies time frames for delivery of services to be provided;

2. Plan for project staffing including the number and level of staff to be utilized in providing the services;

3. A Quality Assurance/Quality Control plan.

8.2 Vendor must include in their proposals a commitment to begin implementing the project plan within thirty (30) days of project award and contract signature.

8.3 Throughout the project, the selected vendor must maintain an up-to-date project plan for the duration of the project. Modifications to the plan shall be submitted, in writing, to MSTC. ALL modifications will require the review and written acceptance from the MSTC.

9. PROJECT CONTROL METHODOLOGY

All proposals must include a detailed description of document security and control measures to be observed as a part of document preparation and scanning. This should include a description of quality assurance checks, balances and the control methodology to insure that documents are accurately processed, accounted for and kept confidential.

In its description of the approach of ensuring the quality of the material imaged and indexed, the vendor must include in their proposal the procedures that will be observed in the following areas:

1. Hardcopy files/folders tracking log: This procedure must include reconciliation of the number of files/folders signed out to the vendor versus the number of files/folders returned to MSTC. The reconciliation procedure must indicate when files/folders were signed out and when they were returned.

2. Hardcopy files/folders document tracking location: This procedure must provide a mechanism for logging files/folders in/out which will provide the capability to determine the current location of files/folders.

3. Error Log: Vendor to provide MSTC with an error log of all DLN image files corrected due to the vendor’s quality control system or files corrected at MSTC’s request.

4. Quality verification of scanned images and indices: This procedure must address the following quality issues:

1. Verification of imaged and indexed documents: Minimum verification requirements are as follows:

1. Accuracy: All documents in the batch are imaged.

2. Correctness of imaged and indexed documents: Documents are correctly indexed to the proper DLN number.

3. Image quality: The image is clear and of high quality when viewed in both normal and zoom mode.

4. Positioning of image: Image is correctly displayed top to bottom and if two sided, both sides can be viewed.

2. Location and retrieval of hardcopy file/folders for work in progress: This procedure must provide for location and retrieval of files/folders per user request in the event that a specific file/folder is needed which has been signed out to vendor for processing.

9.5 In addition, for batches of file folders (as opposed to batches of documents of a single type), the vendor’s proposed control methodology must maintain an accurate account of the number of documents in each batch and title group and a report of images included in each submission.

10. VENDOR REQUIREMENTS

10.1 Organization Size and Structure

10.1.1 The Vendor must provide a description of his organization with sufficient information to substantiate proven experience in the services being proposed. Information to be specified includes but is not limited to:

1. Disclosure of any company restructurings, mergers, and acquisitions over the past 3 years that have impacted any products the Vendor has included in this proposal;

2. The location of its principal office and the number of executive and professional personnel employed at this office;

3. The number of years the Vendor has been in business;

4. The organization’s size and structure; and

5. Whether the Vendor is based locally, regionally, nationally, or internationally as well as its relationship to any parent firms, sister firms, or subsidiaries.

1. The Vendor must provide corporate information to include Parent Corporation and any subsidiaries.

2. If incorporated, the Vendor must provide the name and the state of incorporation.

3. The Vendor must supply an organization chart identifying personnel proposed for the project and the chain of command inside the Vendor’s organization for that designated staff.

4. The Vendor must propose personnel for this role who can ensure that all project tasks are completed on time and all deliverables are produced accurately and completely.

1. The Vendor must describe the issue resolution and escalation process that will be used within the Vendor’s organization to resolve any problems or issues that may arise during the course of the project.

2. The Vendor must propose only individuals proficient in spoken and written English.

3. Individuals proposed must be a U.S. citizen or meet and maintain employment eligibility requirements in compliance with all INS regulations.

1. Vendor must provide evidence of identification and employment eligibility prior to the award of a contract that includes any personnel who are not U.S. citizens.

4. The Vendor must confirm an understanding of the MSTC requirements set forth in this LOC.

11. ADDED VALUE

ITS & MSTC are requesting the vendors to propose any additional value-added features, products and/or services that may distinguish your company and its offering from the group and facilitate our selection process of the lowest and best proposals. ITS and MSTC will make the sole assessment of the relative merits of each added-value proposal to the agency.

12. SCORING METHODOLGY

ITS will use the following items to score proposals received.

1. Cost

12.2 Understanding of Project

12.3 Technical Response

12.4 Vendor Background and References

12.5 Value-Add

13. REFERENCES

The Vendor must provide at least Five (5)three (3) references consisting of Vendor accounts that the State may contact. Required information includes name, address, telephone number, and length of time the account has been a reference. Forms for providing reference information are attached. The Vendor must make arrangements in advance with the account references so that they may be contacted at the Project team's convenience without further clearance or vendor intercession. Failure to provide this information in the manner described may subject the Vendor’s proposal to being rated unfavorably relative to these criteria or disqualified altogether at the State’s sole discretion.

1. References should be based on the following profiles and be able to substantiate the following information from both management and technical viewpoints:

1. The reference product/service must be similar in function and size to the agency/institution for which this LOC is issued;

2. The reference product/service must be configured similarly or identically to this LOC; and

3. The reference product/service must have been completed within the last twelve (12) monthstwelve (12) months.

2. References that are no longer in business cannot be used.

3. Inability to reach the reference will result in that reference being deemed non-responsive.

4. Individuals receiving negative references may be eliminated from further consideration.

5. Vendors must be prepared to furnish a Performance Bond should this customer believe it is necessary to allay their concerns regarding perceived risk in transacting this project with the Vendor.

14. INSTRUCTIONS TO SUBMIT PRODUCT AND COST INFORMATION

14.1 The awarded Vendor will provide all necessary services for:

14.1.1 Facilitation of all document preparation, transportation, handling and destruction together with the return of the imaged documents in either electronic or CD media.

14.1.2 Converting the hardcopy files/folders to file images utilizing a file format and media acceptable by MSTC for use with their imaging systems;

14.1.3 Creating the necessary index data to be delivered with the document images;

14.1.4 Providing project management, control mechanisms and a quality assurance program that ensures that the work performed meets specified quality and accuracy criteria.

2. All proposals must be submitted in such a manner as to reflect a two-fold need by the agency:

1. Initially, MSTC needs to image and index a substantial backlog of title batches in the most timely and efficient manner. This backlog quantity is approximately 750 12”x12” boxes of approximately 2,500 pages each. Vendor is to submit a fixed, “not to exceed” price for this portion of the project.

14.2.2 Secondly, MSTC wishes to potentially continue with a long-term imaging solution, after the initial backlog is caught up. Vendor is to submit a cost per page price for the continuation of this project.

14.3 Please use the attached cost information summary form to provide cost. Follow the instructions on the form. Incomplete forms will not be processed.

15. PROPOSAL REQUIREMENTS

15.1 Respond to each point in all sections and exhibits with the information requested.

Label and respond to each outline point in each section and exhibit as it is labeled in the Letter of configuration (LOC).

15.2 The vendor must respond with “ACKNOWLEDGED”, “WILL COMPLY” or “AGREED” to each point in each section within this LOC with which the vendor can comply.

15.3 If vendor cannot respond with “ACKNOWLEDGED”, “WILL COMPLY”, or “AGREED”, then vendor must respond with “EXCEPTION”. If vendor responds with “EXCEPTION”, vendor must provide detailed information related to that response.

15.4 Where an outline point asks a question or requests information, vendor must respond with the specific answer or information requested.

5. Vendor must deliver this quotation to Brenda Ballard at ITS by April 6, 2006, at 3:00 p.m. CST. Quotations may be delivered by hand, via mail, e-mail or by fax. Fax number is (601) 354-6016. ITS WILL NOT BE RESPONSIBLE FOR DELAYS IN THE DELIVERY OF QUOTES. It is solely the responsibility of the vendor that quotes reach ITS on time. Vendors should contact Brenda Ballard at (601) 359-1893 to verify the receipt of their quotes. Quotes received after the deadline will be rejected.

Enclosure: Reference Information

Cost information Summary Form

Exhibit A - Sample Professional Services Agreement

REFERENCE FORM

Complete Three (3) Reference Forms.

Contact Name:

Company Name:

Address:

Phone #:

E-Mail:

Description of product/services/project, including start and end dates:

COST INFORMATION SUMMARY FORM

Please submit the ITS requested information response under your general proposal #3468 for project #36285 using the following format.

Fax your completed form back to 601-354-6016 addressed to the Technology Consultant listed on the fax cover sheet. If the necessary information is not included, your response cannot be considered.

ITS Technology Consultant Name: Brenda Ballard General RFP# 3468

Company Name: XYZ Company Date: April 6, 2006

Contact Name: Your Name Phone Number: 601-555-3737

| |Qty |Unit Cost |Total Cost |

|Description | | | |

|Total – Not-To-Exceed Cost For Backlog Document Scanning |1,900,000 |$ |$ |

| | | | |

| | | | |

|Total On-Going Monthly Scan Charges |110,000 |$ |$ |

| | | | |

|Total | |$ |$ |

PROJECT NUMBER 3628536285

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

INSERT VENDOR NAMEINSERT VENDOR NAME

AND

MISSISSIPPI DEPARTMENT OF INFORMATION TECHNOLOGY SERVICES

AS CONTRACTING AGENT FOR THE

Mississippi State Tax CommissionMississippi State Tax CommissionMSTCINSERT DATEN/A

This Professional Services Agreement (hereinafter referred to as “Agreement”) is entered into by and between INSERT VENDOR NAME, a INSERT STATE OF INCORPORATIONINSERT STATE OF INCORPORATION corporation having its principal place of business at INSERT VENDOR ADDRESSINSERT VENDOR ADDRESS (hereinafter referred to as “Contractor”), and Mississippi Department of Information Technology Services having its principal place of business at 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201 (hereinafter referred to as “ITS”), as contracting agent for the Mississippi State Tax Commission located at 1577 Springridge Road, Raymond, Mississippi 391541577 Springridge Road, Raymond, Mississippi 39154 (hereinafter referred to as “Customer”). ITS and Customer are sometimes collectively referred to herein as “State”.

WHEREAS, Customer, pursuant to Letter of Configuration Number 36285 (hereinafter referred to as “LOC”) dated INSERT DATE OF PUBLICATION, based on General Request for Proposals (“RFP”) No. 34663466 requested proposals for the acquisition of services to convert hard copy files and folders to images for direct loading and use with the MSTC imaging systemservices to convert hard copy files and folders to images for direct loading and use with the MSTC imaging system, and

WHEREAS, Contractor was the successful proposer in an open, fair and competitive procurement process to provide the services described herein;

NOW THEREFORE, in consideration of the mutual understandings, promises and agreements set forth, the parties hereto agree as follows:

ARTICLE 1 PERIOD OF PERFORMANCE

1.1 Unless this Agreement is extended by mutual agreement or terminated as prescribed elsewhere herein, this Agreement shall begin on the date it is signed by all parties and shall continue until the close of business on INSERT COMPLETION DATEINSERT COMPLETION DATE. At the end of the initial term, this Agreement may, upon the written agreement of the parties, be renewed for an additional term, the length of which will be agreed upon by the parties. Under no circumstances, however, shall this Agreement be renewed beyond April 30, 2010INSERT END RENEWAL DATE. Sixty (60) days prior to the expiration of the initial term or any renewal term of this Agreement, Contractor shall notify Customer and ITS of the impending expiration and Customer shall have thirty (30) days in which to notify Contractor of its intention to either renew or cancel the Agreement.

1.2 This Agreement will become a binding obligation on the State only upon the issuance of a valid purchase order by the Customer following contract execution and the issuance by ITS of the CP-1 Acquisition Approval Document.

ARTICLE 2 SCOPE OF SERVICES

Contractor shall perform all work specified in the Statement of Work attached hereto as “Exhibit A” and incorporated herein by reference.

ARTICLE 3 CONSIDERATION AND METHOD OF PAYMENT

3.1 As consideration for the performance of this Agreement, Customer shall pay Contractor INSERT COST PER HOURINSERT COST PER HOUR per document for the actual number of documents scanned, not to exceed INSERT TOTAL NUMBER OF HOURSINSERT TOTAL NUMBER OF HOURS documents. It is understood by the parties that travel, subsistence and any related project expenses are included in this hourly rate. No additional costs will be added to the monthly invoices for such expenses. It is expressly understood and agreed that in no event will the total compensation to be paid hereunder exceed the specified sum of INSERT TOTAL COMPENSATIONINSERT TOTAL COMPENSATION. Contractor shall keep daily records of the actual number of documents scanned and of the tasks performed and shall immediately supply such records to Customer upon request.

3.2 Contractor shall submit an invoice monthly with the appropriate documentation to Customer for any month in which services are rendered. Upon the expiration of this Agreement, Contractor shall submit the final invoice with appropriate documentation to Customer for payment for the services performed during the final month of this Agreement. The State may, at its sole discretion, require Contractor to submit invoices and supporting documentation electronically at any time during the term of this Agreement. Customer agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies”, Section 31-7-301, et seq. of the 1972 Mississippi Code Annotated, as amended, which generally provides for payment of undisputed amounts by Customer within forty-five (45) days of receipt of the invoice. Contractor understands and agrees that Customer is exempt from the payment of taxes. All payments shall be in United States currency. Payments by state agencies that make payments through the Statewide Automated Accounting System (“SAAS”) shall be made and remittance information provided electronically as directed by the State. Payments by SAAS agencies shall be deposited into the bank account of the Contractor’s choice. No payment, including final payment, shall be construed as acceptance of defective or incomplete work, and the Contractor shall remain responsible and liable for full performance.

3.3 Acceptance by the Contractor of the last payment from the Customer shall operate as a release of all claims against the State by the Contractor and any subcontractors or other persons supplying labor or materials used in the performance of the work under this Agreement.

3.4 Acceptance by the Contractor of the last payment from the Customer shall operate as a release of all claims against the State by the Contractor and any subcontractors or other persons supplying labor or materials used in the performance of the work under this Agreement.

ARTICLE 4 WARRANTY

The Contractor represents and warrants for a period of ninety (90) days from performance of the service, that its services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Agreement. For any breach of this warranty, Contractor shall perform the services again, at no cost to Customer, or if Contractor is unable to perform the services as warranted, Contractor shall reimburse Customer the fees paid to Contractor for the unsatisfactory services.

ARTICLE 5 EMPLOYMENT STATUS

5.1 Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor. Nothing in this Agreement is intended to nor shall be construed to create an employer-employee relationship, or a joint venture relationship.

5.2 Contractor represents that it is qualified to perform the duties to be performed under this Agreement and that it has, or will secure, if needed, at its own expense, applicable personnel who shall be qualified to perform the duties required under this Agreement. Such personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of Customer.

5.3 Any person assigned by Contractor to perform the services hereunder shall be the employee of Contractor, who shall have the sole right to hire and discharge its employee. Customer may, however, direct Contractor to replace any of its employees under this Agreement. If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge Customer for those hours.

5.4 Contractor shall pay when due, all salaries and wages of its employees and it accepts exclusive responsibility for the payment of federal income tax, state income tax, social security, unemployment compensation and any other withholdings that may be required. Neither Contractor nor employees of Contractor are entitled to state retirement or leave benefits.

5.5 It is further understood that the consideration expressed herein constitutes full and complete compensation for all services and performances hereunder, and that any sum due and payable to Contractor shall be paid as a gross sum with no withholdings or deductions being made by Customer for any purpose from said contract sum, except as permitted herein in the article titled “Termination”.

ARTICLE 6 BEHAVIOR OF EMPLOYEES/SUBCONTRACTORS

Contractor will be responsible for the behavior of all its employees and subcontractors while on the premises of any Customer location. Any employee or subcontractor acting in a manner determined by the administration of that location to be detrimental, abusive or offensive to any of the staff and/or student body, will be asked to leave the premises and may be suspended from further work on the premises. All Contractor employees and subcontractors who will be working at such locations shall be covered by Contractor’s comprehensive general liability insurance policy.

ARTICLE 7 MODIFICATION OR RENEGOTIATION

This Agreement may be modified only by written agreement signed by the parties hereto, and any attempt at oral modification shall be void and of no effect. The parties agree to renegotiate the Agreement if federal and/or state revisions of any applicable laws or regulations make changes in this Agreement necessary.

ARTICLE 8 AUTHORITY, ASSIGNMENT AND SUBCONTRACTS

8.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for this project. The Customer is only required to negotiate with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors.

8.2 Neither party may assign or otherwise transfer this Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. This Agreement shall be binding upon the parties' respective successors and assigns.

8.3 Contractor must obtain the written approval of Customer before subcontracting any portion of this Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in this Agreement. All subcontracts shall incorporate the terms of this Agreement and shall be subject to the terms and conditions of this Agreement and to any conditions of approval that Customer may deem necessary.

8.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Contractor. The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like.

8.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and the Customer, where such dispute affects the subcontract.

ARTICLE 9 AVAILABILITY OF FUNDS

It is expressly understood and agreed that the obligation of Customer to proceed under this Agreement is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt of state and/or federal funds for the performances required under this Agreement. If the funds anticipated for the fulfillment of this Agreement are not forthcoming, or are insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds, or if there is a discontinuance or material alteration of the program under which funds were available to Customer for the payments or performance due under this Agreement, Customer shall have the right to immediately terminate this Agreement, without damage, penalty, cost or expense to Customer of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination. Customer shall have the sole right to determine whether funds are available for the payments or performances due under this Agreement.

ARTICLE 10 TERMINATION

10.1 Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be terminated, in whole or in part, as follows: (a) upon the mutual, written agreement of the parties; (b) If either party fails to comply with the terms of this Agreement, the non-defaulting party may terminate the Agreement upon the giving of thirty (30) days written notice unless the breach is cured within said thirty (30) day period; (c) Customer may terminate the Agreement in whole or in part without the assessment of any penalties upon thirty (30) days written notice to Contractor if Contractor becomes the subject of bankruptcy, reorganization, liquidation or receivership proceedings, whether voluntary or involuntary, or (d) Customer may terminate the Agreement for any reason without the assessment of any penalties after giving thirty (30) days written notice specifying the effective date thereof to Contractor. The provisions of this Article do not limit either party’s right to pursue any other remedy available at law or in equity.

10.2 In the event Customer terminates this Agreement, Contractor shall receive just and equitable compensation for satisfactory work completed by Contractor and accepted by Customer prior to the termination. Such compensation shall be based upon the amounts set forth in the Article herein on “Consideration and Method of Payment”, but in no case shall said compensation exceed the total fixed price of this Agreement.

10.3 Notwithstanding the above, Contractor shall not be relieved of liability to Customer for damages sustained by Customer by virtue of any breach of this Agreement by Contractor, and Customer may withhold any payments to Contractor for the purpose of set off until such time as the exact amount of damages due Customer from Contractor are determined.

ARTICLE 11 GOVERNING LAW

This Agreement shall be construed and governed in accordance with the laws of the State of Mississippi and venue for the resolution of any dispute shall be Jackson, Hinds County, Mississippi. Contractor expressly agrees that under no circumstances shall Customer be obligated to pay an attorney’s fee, prejudgment interest or the cost of legal action to Contractor. Further, nothing in this Agreement shall affect any statutory rights Customer may have that cannot be waived or limited by contract.

ARTICLE 12 WAIVER

Failure of either party hereto to insist upon strict compliance with any of the terms, covenants and conditions hereof shall not be deemed a waiver or relinquishment of any similar right or power hereunder at any subsequent time or of any other provision hereof, nor shall it be construed to be a modification of the terms of this Agreement. A waiver by the State, to be effective, must be in writing, must set out the specifics of what is being waived, and must be signed by an authorized representative of the State.

ARTICLE 13 SEVERABILITY

If any term or provision of this Agreement is prohibited by the laws of the State of Mississippi or declared invalid or void by a court of competent jurisdiction, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law provided that the State’s purpose for entering into this Agreement can be fully achieved by the remaining portions of the Agreement that have not been severed.

ARTICLE 14 CAPTIONS

The captions or headings in this Agreement are for convenience only, and in no way define, limit or describe the scope or intent of any provision or Article in this Agreement.

ARTICLE 15 HOLD HARMLESS

To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect and exonerate Customer, ITS and the State, its Board Members, officers, employees, agents and representatives from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever, including without limitation, court costs, investigative fees and expenses, attorney fees and claims for damages arising out of or caused by Contractor and/or its partners, principals, agents, employees or subcontractors in the performance of or failure to perform this Agreement.

ARTICLE 16 THIRD PARTY ACTION NOTIFICATION

Contractor shall give Customer prompt notice in writing of any action or suit filed, and prompt notice of any claim made against Contractor by any entity that may result in litigation related in any way to this Agreement and/or which may affect the Contractor’s performance under this Agreement.

ARTICLE 17 AUTHORITY TO CONTRACT

Contractor warrants that it is a validly organized business with valid authority to enter into this Agreement; that entry into and performance under this Agreement is not restricted or prohibited by any loan, security, financing, contractual or other agreement of any kind, and notwithstanding any other provision of this Agreement to the contrary, that there are no existing legal proceedings, or prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to perform its obligations under this Agreement.

ARTICLE 18 NOTICE

Any notice required or permitted to be given under this Agreement shall be in writing and personally delivered or sent by facsimile provided that the original of such notice is sent by certified United States mail, postage prepaid, return receipt requested, or overnight courier with signed receipt, to the party to whom the notice should be given at their business address listed herein. ITS’ address for notice is: Mr. David L. Litchliter, Executive Director, Mississippi Department of Information Technology Services, 301 North Lamar Street, Suite 508, Jackson, Mississippi 39201. Customer’s address for notice is: Ms. Cindy Moses, Director of Administrative Services, Mississippi State Tax Commission, 1577 Springridge Road, Raymond, Mississippi 39154Ms. Cindy Moses, Director of Administrative Services, Mississippi State Tax Commission, 1577 Springridge Road, Raymond, Mississippi 39154. The Contractor’s address for notice is: INSERT VENDOR NOTICE INFORMATIONINSERT VENDOR NOTICE INFORMATION. Notice shall be deemed given when actually received or when refused. The parties agree to promptly notify each other in writing of any change of address.

ARTICLE 19 RECORD RETENTION AND ACCESS TO RECORDS

Contractor shall establish and maintain financial records, supporting documents, statistical records and such other records as may be necessary to reflect its performance of the provisions of this Agreement. The Customer, ITS, any state or federal agency authorized to audit Customer, and/or any of their duly authorized representatives, shall have unimpeded, prompt access to any of the Contractor’s books, documents, papers and/or records that are pertinent to this Agreement to make audits, examinations, excerpts and transcriptions at the Contractor’s office where such records are kept during Contractor’s normal business hours. All records relating to this Agreement shall be retained by the Contractor for three (3) years from the date of receipt of final payment under this Agreement. However, if any litigation or other legal action, by or for the state or federal government has begun that is not completed at the end of the three (3) year period, or if an audit finding, litigation or other legal action has not been resolved at the end of the three (3) year period, the records shall be retained until resolution.

ARTICLE 20 INSURANCE

Contractor represents that it will maintain workers’ compensation insurance as prescribed by law which shall inure to the benefit of Contractor's personnel, as well as comprehensive general liability and employee fidelity bond insurance. Contractor will, upon request, furnish Customer with a certificate of conformity providing the aforesaid coverage.

ARTICLE 21 DISPUTES

Any dispute concerning a question of fact under this Agreement which is not disposed of by agreement of the Contractor and Customer, shall be decided by the Executive Director of ITS or his/her designee. This decision shall be reduced to writing and a copy thereof mailed or furnished to the parties. Disagreement with such decision by either party shall not constitute a breach under the terms of this Agreement. Such disagreeing party shall be entitled to seek such other rights and remedies it may have at law or in equity.

ARTICLE 22 COMPLIANCE WITH LAWS

Contractor shall comply with, and all activities under this Agreement shall be subject to, all Customer policies and procedures, and all applicable federal, state, and local laws, regulations, policies and procedures as now existing and as may be amended or modified. Specifically, but not limited to, Contractor shall not discriminate against any employee nor shall any party be subject to discrimination in the performance of this Agreement because of race, creed, color, sex, age, national origin or disability.

ARTICLE 23 CONFLICT OF INTEREST

Contractor shall notify the Customer of any potential conflict of interest resulting from the representation of or service to other clients. If such conflict cannot be resolved to the Customer’s satisfaction, the Customer reserves the right to terminate this Agreement.

ARTICLE 24 SOVEREIGN IMMUNITY

By entering into this Agreement with Contractor, the State of Mississippi does in no way waive its sovereign immunities or defenses as provided by law.

ARTICLE 25 CONFIDENTIAL INFORMATION

Contractor shall treat all Customer data and information to which it has access by its performance under this Agreement as confidential and shall not disclose such data or information to a third party without specific written consent of Customer. In the event that Contractor receives notice that a third party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of such information, Contractor shall promptly inform Customer and thereafter respond in conformity with such subpoena to the extent mandated by state and/or federal laws, rules and regulations. This Article shall survive the termination or completion of this Agreement and shall continue in full force and effect and shall be binding upon the Contractor and its agents, employees, successors, assigns, subcontractors or any party or entity claiming an interest in this Agreement on behalf of, or under the rights of the Contractor following any termination or completion of this Agreement.

ARTICLE 26 EFFECT OF SIGNATURE

Each person signing this Agreement represents that he or she has read the Agreement in its entirety, understands its terms, is duly authorized to execute this Agreement on behalf of the parties and agrees to be bound by the terms contained herein. Accordingly, this Agreement shall not be construed or interpreted in favor of or against the State or the Contractor on the basis of draftsmanship or preparation hereof.

ARTICLE 27 OWNERSHIP OF DOCUMENTS AND WORK PRODUCTS

All data, electronic or otherwise, collected by Contractor and all documents, notes, programs, data bases (and all applications thereof), files, reports, studies, and/or other material collected and prepared by Contractor in connection with this Agreement, whether completed or in progress, shall be the property of Customer upon completion of this Agreement or upon termination of this Agreement. Customer hereby reserves all rights to the databases and all applications thereof and to any and all information and/or materials prepared in connection with this Agreement. Contractor is prohibited from use of the above described information and/or materials without the express written approval of Customer.

ARTICLE 28 NON-SOLICITATION OF EMPLOYEES

Contractor agrees not to employ or to solicit for employment, directly or indirectly, any of the Customer’s employees until at least one (1) year after the expiration/termination of this Agreement unless mutually agreed to the contrary in writing by the Customer and the Contractor and provided that such an agreement between these two entities is not a violation of the laws of the State of Mississippi or the federal government.

ARTICLE 29 ENTIRE AGREEMENT

29.1 This Contract constitutes the entire agreement of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and agreements, written or oral, between the parties relating thereto. The LOC, General RFP No. 3466, and Contractor’s Proposals in response thereto are hereby incorporated into and made a part of this Contract.

29.2 The Contract made by and between the parties hereto shall consist of, and precedence is hereby established by the order of the following:

A. This Agreement signed by the parties hereto;

B. Any exhibits attached to this Agreement;

C. LOC;

D. General RFP No. 3466 and written addenda, and

E. Contractor’s Proposals, as accepted by Customer, in response to the LOC and General RFP No. 3466.

29.3 The intent of the above listed documents is to include all items necessary for the proper execution and completion of the services by the Contractor. The documents are complementary, and what is required by one shall be binding as if required by all. A higher order document shall supersede a lower order document to the extent necessary to resolve any conflict or inconsistency arising under the various provisions thereof; provided, however, that in the event an issue is addressed in one of the above mentioned documents but is not addressed in another of such documents, no conflict or inconsistency shall be deemed to occur by reason thereof. The documents listed above are shown in descending order of priority, that is, the highest document begins with the first listed document (“A. This Agreement”) and the lowest document is listed last (“E. Contractor’s Proposals”).

ARTICLE 30 STATE PROPERTY

Contractor shall be responsible for the proper custody of any Customer-owned property furnished for Contractor’s use in connection with work performed pursuant to this Agreement. Contractor shall reimburse the Customer for any loss or damage, normal wear and tear excepted.

ARTICLE 31 SURVIVAL

Articles 4, 11, 15, 19, 24, 25, 27, 28 and all other articles which, by their express terms so survive or which should so reasonably survive, shall survive any termination or expiration of this Agreement.

ARTICLE 32 DEBARMENT AND SUSPENSION CERTIFICATION

Contractor certifies that neither it nor its principals: (a) are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency; (b) have, within a three (3) year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) are presently indicted of or otherwise criminally or civilly charged by a governmental entity with the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property, and (d) have, within a three (3) year period preceding this Agreement, had one or more public transaction (federal, state or local) terminated for cause or default.

ARTICLE 33 SPECIAL TERMS AND CONDITIONS

It is understood and agreed by the parties to this Agreement that there are no special terms and conditions.

ARTICLE 34 NETWORK SECURITY

Contractor and Customer understand and agree that the State of Mississippi’s Enterprise Security Policy mandates that all remote access to and/or from the State network must be accomplished via a Virtual Private Network (VPN). If remote access is required at any time during the life of this Agreement, Contractor and Customer agree to implement/maintain a VPN for this connectivity. This required VPN must be IPSec-capable (ESP tunnel mode) and will terminate on a Cisco VPN-capable device (i.e. VPN concentrator, PIX firewall, etc.) on the State’s premises. Contractor agrees that it must, at its expense, implement/maintain a compatible hardware/software solution to terminate the specified VPN on the Contractor’s premises. The parties further understand and agree that the State protocol standard and architecture are based on industry-standard security protocols and manufacturer engaged at the time of contract execution. The State reserves the right to introduce a new protocol and architecture standard and require the Contractor to comply with same, in the event the industry introduces a more secure, robust protocol to replace IPSec/ESP and/or there is a change in the manufacturer engaged.

ARTICLE 35 STATUTORY AUTHORITY

By virtue of Section 25-53-21 of the Mississippi Code Annotated, as amended, the executive director of ITS is the purchasing and contracting agent for the State of Mississippi in the negotiation and execution of all contracts for the acquisition of information technology equipment, software and services. The parties understand and agree that ITS as contracting agent is not responsible or liable for the performance or non-performance of any of Customer’s or Contractor’s contractual obligations, financial or otherwise, contained within this Agreement.

ARTICLE 38 PERFORMANCE BOND

As a condition precedent to the formation of this Agreement, the Contractor must provide a performance bond as herein described. To secure the Contractor’s performance, the Contractor shall procure, submit to the State with this executed Agreement, and maintain in effect at all times during the course of this Agreement, a performance bond in the amount of $INSERT AMOUNT. The bond shall be accompanied by a duly authenticated or certified document evidencing that the person executing the bond is a licensed Mississippi agent for the bonding company. This certified document shall identify the name and address of the person or entity holding the performance bond, and shall identify a contact person to be notified in the event the State is required to take action against the bond. The term of the performance bond shall be concurrent with the term of this Agreement and shall not be released to Contractor until all services required herein have been completed and accepted by Customer. The performance bond shall be procured at Contractor’s expense and be payable to the State of Mississippi. Prior to approval of the performance bond, the State reserves the right to review the bond and require Contractor to substitute an acceptable bond in such form as the State may reasonably require. The premiums on such bond shall be paid by Contractor. The bond must specifically refer to this Agreement and shall bind the surety to all of the terms and conditions of this Agreement. If the Agreement is terminated due to Contractor’s failure to comply with the terms thereof, Customer may claim against the performance bond.

For the faithful performance of the terms of this Agreement, the parties hereto have caused this Agreement to be executed by their undersigned authorized representatives.

State of Mississippi, Department INSERT VENDOR NAME

of Information Technology Services,

on behalf of the

Mississippi State Tax Commission

By: By:

Authorized Signature Authorized Signature

Printed Name: David L. Litchliter Printed Name:

Title: Executive Director Title:

Date: Date:

Exhibit A

Scope of Services

Schedule of Payment Deliverables

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|Deliverable |Description |Date Due |Payment Amount |

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David L. Litchliter, Executive Director

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David L. Litchliter, Executive Director

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David L. Litchliter, Executive Director

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